Trisha Nomura
About Trisha Nomura
Independent Class I director (term expires 2027), age 46, and Chair of the Audit Committee. Former director of Pono (SPAC predecessor) since 2023; independent director of Pono Capital Two, Inc. and CFO of Pono Capital Corp. She is a CPA (not in public practice) and CGMA, with a B.S.B.A. in accounting from Creighton University and an MAcc from University of Hawaii at Manoa; owner of Ascend Consulting, LLC since July 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascend Consulting, LLC | Owner | Jul 2018–present | Consulting in accounting/management |
| ProService Hawaii | Chief People Officer | Jan 2017–Jun 2018 | HR leadership |
| HiHR | Chief Operating Officer | Jul 2015–Dec 2016 | Operations leadership |
| HiHR | VP Strategic Services | May 2014–Jul 2015 | Strategy |
| Pono Capital Corp (Nasdaq: PONO) | Chief Financial Officer | Not disclosed | SPAC finance oversight |
| Pono Capital Two, Inc. (Nasdaq: PTWO) | Independent Director | Not disclosed | Audit chair experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AICPA | Association Board of Directors; at-large Council member; Leadership Academy alum | Not disclosed | National professional governance |
| HSCPA (YCPA Squad) | Volunteer | Since 2010 | Profession pipeline |
| Kaneohe Little League | Treasurer | Since 2013 | Community governance |
Board Governance
- Independence: Board determined Ms. Nomura is independent under Nasdaq, SEC, and Canadian NI 58-101; she qualifies as an Audit Committee financial expert .
- Committees and chair roles (FY2025):
- Audit Committee: Chair; members John Maris, John Pinsent; 4 meetings in FY2025 .
- Compensation Committee: Member; chaired by John Pinsent; 2 meetings in FY2025 .
- Nominating & Corporate Governance: Member; chaired by John Maris; 2 meetings in FY2025 .
- Post-2025 Annual Meeting: Jameel Janjua expected to replace Dr. Maris on committees; Ms. Nomura remains on Audit/Comp/Nominating (Audit Chair unchanged per disclosure) .
- Attendance: Board held 4 meetings in FY2025; each incumbent director attended ≥75% of Board and committee meetings during their service period .
- Executive sessions: Independent directors meet in executive session at least annually; Board currently has no Chair; CEO and Board leadership structure reviewed periodically .
- Trading, hedging, pledging: Policy prohibits derivatives, margin purchases, and pledging of Company securities; 10b5-1 plans permitted; oversight of cybersecurity risk through Audit Committee .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Cash retainer (Fees Earned) | $50,000 | FY ended May 31, 2025 | USD |
| Equity retainer (Stock Awards) | $50,000 | FY ended May 31, 2025 | USD; form not specified (RSU/DSU/Share Award) |
| Total | $100,000 | FY ended May 31, 2025 | USD |
| Committee chair/member fees | Not disclosed | — | Company compensates with cash+shares generally |
| Meeting fees | Not disclosed | — | Not specified in proxy |
Performance Compensation
| Award Type | Grant Details | Vesting | Performance Metrics |
|---|---|---|---|
| Director stock awards | $50,000 fair value (form unspecified) | Not disclosed | Not disclosed |
| Equity plan constraints | Max non-employee director options CAD $150k; combined RSU/DSU+other plans CAD $200k/year | Plan terms | Metrics for director awards not specified; Performance Criteria may be set at grant under plan administration |
The Company’s 2023 Equity Incentive Plan authorizes RSUs, DSUs, PSUs, share awards; board/Comp Committee set terms, performance criteria, and vesting; options are typically 10-year term with vesting determined by Board .
Other Directorships & Interlocks
| Company | Status | Role | Potential Interlock/Notes |
|---|---|---|---|
| Current public boards | None | — | No other public boards listed |
| Pono (SPAC predecessor to HOVR) | Prior | Director (since 2023) | Sponsor/preceding board had Registration Rights Agreement covering executive officers and directors pre-Closing; shares registered for resale on S-3 effective Apr 4, 2025 |
| Pono Capital Two, Inc. (PTWO) | Prior | Independent Director | SPAC governance experience |
| Pono Capital Corp (PONO) | Prior | CFO | SPAC management role |
Expertise & Qualifications
- CPA, CGMA credential; Audit Committee financial expert designation; extensive accounting, management, and consulting experience; graduate degrees in accounting .
- Governance experience across SPAC boards and audit committees; current Audit Chair at HOVR .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Trisha Nomura | 147,565 | <1% | As of Oct 21, 2025 record date; 43,355,189 shares outstanding |
| Pledging/Hedging | Prohibited | — | Insider trading policy bans pledging, derivatives, margin |
Governance Assessment
-
Strengths:
- Independent director and Audit Committee Chair; designated “financial expert,” enhancing oversight of reporting, controls, and auditor independence .
- Active committee engagement across Audit, Compensation, and Nominating; robust committee activity (Audit 4 meetings; Comp 2; Nominating 2) .
- Attendance ≥75% across Board and committees; independent director executive sessions at least annually .
- Director pay mix balanced between cash and equity ($50k/$50k), aligning incentives without excessive risk .
- Company policies restrict hedging/pledging; 10b5-1 allowed, reducing misuse of MNPI risk .
-
Watch items / RED FLAGS:
- Section 16 compliance: one Form 4 covering two transactions was filed late by Ms. Nomura; while disclosed and remediated, late filings can signal process/control weaknesses .
- SPAC ties and registration rights: prior Pono roles and inclusion of pre-Closing directors in Registration Rights Agreement may present perceived conflicts and liquidity optics; monitor transactions and disclosures for related-party alignment .
- Board governance formalization: no written Board mandate or position descriptions for chairs; reliance on charters and practices—appropriate for size but less formal than large-cap peers .
- Diversity targetless approach: only one woman on five-person Board; no targets; continued attention to skills/diversity pipeline warranted .
- Equity plan “evergreen” feature (up to 5% annual increase through 2034) introduces dilution risk; ensure Compensation Committee uses prudent grant pacing and insider limits .
Overall, Ms. Nomura’s audit leadership, independence, and accounting credentials support investor confidence. Monitor filing timeliness and any continuing SPAC-era interlocks for potential perception risks, and track director equity grant practices under the evergreen plan for dilution/alignment balance .